Exhibit 23(d)(13)(b)
AMENDMENT TO SCHEDULE A OF
SUB-INVESTMENT MANAGEMENT AGREEMENT
JEFFERSON PILOT VARIABLE FUND, INC.
THIS AMENDMENT TO SCHEDULE A, made this 1st day of July, 2008, is between
Lincoln Investment Advisors Corporation, a Tennessee corporation with offices
at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx, 00000 ("Lincoln Investment
Advisors") and Massachusetts Financial Services Company, ("MFS") a Delaware
corporation with offices at 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000.
Recitals
1. Lincoln Investment Advisors currently serves as investment adviser to the
Lincoln Variable Insurance Products Trust (the "Trust");
2. Lincoln Investment Advisors has contracted with MFS to serve as
sub-adviser to the LVIP MFS Value Fund (the "Fund") pursuant to an Investment
Subadvisory Agreement dated April 30, 2007.
3. The Trust and Lincoln Investment Advisors have received an exemptive
order from the Securities and Exchange Commission permitting them to hire
subadvisors and materially amend subadvisory agreements without shareholder
approval;
4. MFS and Lincoln Investment Advisors have agreed to reduce the
sub-advisory fee on the Fund;
Representations
A. MFS represents that it will not reduce the quality or quantity of its
services to the Fund under the Agreement as a result of the reduced fee
schedule contained in this Amendment, however, MFS makes no representation or
warranty, express or implied, that any level of performance or investment
results will be achieved by the Fund or that the Fund will perform comparably
with any standard or index, including other clients of MFS.
X. Xxxxxxx Investment Advisors represents and warrants that: (i) it will not
reduce the quality or quantity of its services to the Fund under the Agreement
as a result of the reduced fee schedule contained in this Amendment;
(ii) approval of this revised fee schedule has been obtained from the Trust's
Board of Directors at an in-person meeting held June 3, 2008; and (iii) the
terms of this Amendment comply with the terms and conditions of the Exemptive
Order.
Amendment
Now therefore, for good and valuable consideration, receipt whereof is
hereby acknowledged, the parties agree as follows:
1. The Recitals are incorporated herein and made a part hereof.
2. The Representations made herein are incorporated and made a part hereof.
3. Schedule A shall be deleted and replaced with the attached amended
Schedule A effective July 1, 2008, to reflect a reduction in the sub-advisory
fee for the Fund paid by Lincoln Investment Advisors to MFS.
4. The Agreement, as amended by This Amendment is ratified and confirmed.
5. This Amendment may be executed in two or more counterparts which together
shall constitute one instrument.
LINCOLN INVESTMENT
ADVISORS CORPORATION
ATTEST: /s/ Xxxxxxx X. Xxxxx BY: /s/ Xxxxx X. Xxxxxxx
------------------------------- -----------------------------
TITLE: Treasurer, Second Vice TITLE: Second Vice President
President
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
ATTEST: /s/ Xxxxx X. Langenford BY: /s/ Xxxxxx X. Xxxxxxx
------------------------------- -----------------------------
TITLE: Assistant Vice President TITLE: President
Page 2
Schedule A
Investment Sub-Advisory Fees
Annual Fee as A Percentage of
Name of Portfolio Average Daily Net Assets
----------------- ----------------------------------
LVIP MFS Value Fund .375% of first 250 Million
Massachusetts Financial Services Company .35% of next 250 Million
.325% over 500 Million
